OFFERING MEMORANDUMOFFERING MEMORANDUM

PART II OF OFFERING STATEMENT (EXHIBIT A TO FORM C)PART II OF OFFERING STATEMENT (EXHIBIT A TO FORM C)

Farm.One, Inc.Farm.One, Inc.

15 William Street15 William StreetApt 14BApt 14B

New York, NY 10005New York, NY 10005

http://farm.onehttp://farm.one

A crowdfunding investment involves risk. You should not invest any funds in thisA crowdfunding investment involves risk. You should not invest any funds in thisoffering unless you can afford to lose your entire investment.offering unless you can afford to lose your entire investment.

In making an investment decision, investors must rely on their own examination ofIn making an investment decision, investors must rely on their own examination ofthe issuer and the terms of the offering, including the merits and risks involved. Thesethe issuer and the terms of the offering, including the merits and risks involved. Thesesecurities have not been recommended or approved by any federal or state securitiessecurities have not been recommended or approved by any federal or state securitiescommission or regulatory authority. Furthermore, these authorities have not passedcommission or regulatory authority. Furthermore, these authorities have not passed

upon the accuracy or adequacy of this document.upon the accuracy or adequacy of this document.

The U.S. Securities and Exchange Commission does not pass upon the merits of anyThe U.S. Securities and Exchange Commission does not pass upon the merits of anysecurities offered or the terms of the offering, nor does it pass upon the accuracy orsecurities offered or the terms of the offering, nor does it pass upon the accuracy or

completeness of any offering document or literature.completeness of any offering document or literature.

These securities are offered under an exemption from registration; however, the U.S.These securities are offered under an exemption from registration; however, the U.S.Securities and Exchange Commission has not made an independent determinationSecurities and Exchange Commission has not made an independent determination

that these securities are exempt from registration.that these securities are exempt from registration.

CompanyCompany Farm.One, Inc.

Corporate AddressCorporate Address 15 William Street Apt 14B, New York, NY 10005

Description of BusinessDescription of Business Farm.One builds and operates indoor farms, growingspecialty produce for chefs.

Type of Security OfferedType of Security Offered Convertible Notes

Minimum InvestmentMinimum InvestmentAmount (per investor) Amount (per investor)

$500

THE OFFERINGTHE OFFERING

INVESTMENT OPPORTUNITY

Convertible Promissory Notes

Note converts to equity when the company raises $5,000,000 in a qualified equityfinancing

Maturity Date: November 30, 2019

$7,000,000 Valuation Cap

20% Discount Rate

2% Annual Interest Rate

Maximum ($1,070,000) of Convertible Promissory Notes

Minimum ($10,000) of Convertible Promissory Notes

What is a Convertible Note?What is a Convertible Note?

A convertible note offers you the right to receive shares in Farm.One, Inc. The numberof shares you will receive in the future will be determined at the next equity round inwhich the Company raises at least $5,000,000 in qualified equity financing. Thehighest conversion price per share is set based on a $7,000,000 Valuation Cap or ifless, then you will receive a 20% discount on the price the new investors arepurchasing. You also receive 2% interest per year added to your investment. Whenthe maturity date is reached, if the note has not converted then you are entitled toeither receive your investment and interest back from the company or convert intoequity.

Perks*Perks*

$5,000$5,000++ A guided tour of the Farm.One farm in Tribeca for up to 4 people. A guided tour of the Farm.One farm in Tribeca for up to 4 people. Date andtime of tour to fall on a Monday-Thursday between 4pm-8pm. Investor is responsiblefor booking the tour, through a web link provided by Farm.One at a time afterinvestment has been received. Tours must be booked before May 31, 2018, and the lasteligible tour date is June 28, 2018. Investor may invite additional guests, at a standardprice of $50 per guest, by giving Farm.One at least 24h notice upon booking, via emailor phone call. Duration of tour is 60 minutes. Farm.One reserves the right to combinetour groups together, and there is no guarantee that the tour will be private.

Investors unable to visit New York before June 28, 2018 may opt to substitute this Perkfor a Farm.One T-shirt.

$10,000$10,000+ + A gift box of fresh herbs and flowers, delivered to any US address. A gift box of fresh herbs and flowers, delivered to any US address. The giftbox features a generous selection of Farm.One produce, giving the Investor a taste ofthe variety and visual appeal of the company's product. Product selection within thebox to be determined by Farm.One staff.

Investors unable to receive fresh product due to a non-US location may opt tosubstitute this Perk for a Farm.One T-shirt.

Investor must indicate their mailing address using forms provided by Farm.One,before May 31, 2018 to receive this Perk.

$20,000$20,000++ A custom framed and signed print measuring 24x24", consisting of aA custom framed and signed print measuring 24x24", consisting of aFarm.One plateFarm.One plate, example here: https://www.instagram.com/p/BaHG4hHnONH/?taken-by=farm.one. The print is guaranteed to be in an edition of 1. Cost of shippingprint to any reasonable worldwide address is included. While the Investor mayindicate a preference, final choice of print is at the discretion of Farm.One staff. For asample of additional Farm.One "Plates" view the company's Instagram account athttp://instagram.com/farm.one.

Investor must indicate their mailing address using forms provided by Farm.One,before May 31, 2018 to receive this Perk.

$50,000$50,000+ + A special dinner for up to 4 persons at Double Zero, 65 2nd Avenue, NewA special dinner for up to 4 persons at Double Zero, 65 2nd Avenue, NewYork. York. Menu items to feature a special selection of Farm.One ingredients. The investorcan order any dish as they please, up to $500 in total costs for the entire party dining("Purchase Limit"). Any and all additional food or beverage orders during the mealbeyond the Purchase Limit are at the expense of the Investor. All reasonable dietaryrestrictions can be accommodated. Date and time of the dinner to fall Monday throughSaturday, on an available evening as mutually agreed with Double Zero. At theInvestor's request, Farm.One staff may join the meal. Any Farm.One staff dining arenot included in the maximum 4 persons and do not impact the $500 limit.

The Special Dinner Perk must be booked before May 31, 2018, and the last eligibledining date is June 30, 2018. Investors unable to visit New York in time to takeadvantage of this Perk may receive a Perk of equivalent value, as agreed withFarm.One.

$100,000$100,000+ + A private dinner for up to 4 persons in the Private Dining Room at Atera, 77A private dinner for up to 4 persons in the Private Dining Room at Atera, 77Worth Street, New York.Worth Street, New York. The dinner features a set menu featuring Farm.Oneingredients by chef Ronny Emborg, and beverage pairings. Any and all beverage ordersduring the meal beyond standard pairings is at the expense of the Investor. Allreasonable dietary restrictions can be accommodated. Date and time of the dinner tofall Monday through Saturday, on an available evening as mutually agreed with Aterastaff. At the Investor's request, Farm.One staff may join the meal. Any Farm.One staffdining are not included in the maximum 4 persons.

The Private Dinner Perk must be booked before May 31, 2018, and the last eligibledining date is June 30, 2018. Investors unable to visit New York in time to takeadvantage of this Perk may receive a Perk of equivalent value, as agreed withFarm.One.

*All perks occur after the offering is completed.*All perks occur after the offering is completed.

Multiple ClosingsMultiple Closings

If we reach the target offering amount prior to the offering deadline, we may conductthe first of multiple closings of the offering early, if we provide notice about the newoffering deadline at least five business days prior (absent a material change thatwould require an extension of the offering and reconfirmation of the investmentcommitment).

THE COMPANY AND ITS BUSINESSTHE COMPANY AND ITS BUSINESS

The company's businessThe company's business

Description of BusinessDescription of Business

Farm.One, Inc. ("The Company") designs, builds, and operates urban hydroponic farmsgrowing specialty produce for chefs and consumers. The Company currently operates 2such farm in Manhattan, NY, and plans to build additional farms in other US cities orother countries on the same model. The farms are centrally located, use LED lightingto grow year-round, use no pesticides in growing, and grow a large variety of specialtyproducts. Subsequent Farm.One farms in other cities will use the same operatingprocess, consumables, software and hardware as the Manhattan farms, managedcentrally, creating potential economies of scale.

Sales, Supply Chain, & Customer BaseSales, Supply Chain, & Customer Base

The company's revenue comes from direct sales to chefs of high-end restaurants.Farms are located in city centers close to chef customers. Product is harvested anddelivered directly via bike or subway to the restaurant. A typical customer will order$100-$700 per week of product, and place recurring orders. The company also gainsrevenue from events, tours of the space, and classes teaching hydroponics.

CompetitionCompetition

Currently, our chief competitors are local farmers and so-called specialty chefs’ farms.

Other vertical farming companies exist, focused on mass-market leafy greens andsupermarket herbs.

We expect more competition to develop in the future.

Liabilities and LitigationLiabilities and Litigation

The Company has no major liabilities. The Company has not been, and is not subjectto, any litigation.

The teamThe team

Officers and directorsOfficers and directors

Dana Mitchell Head of OperationsDavid Goldstein Head HorticulturalistRob Laing President, CEO, & Director

Dana Mitchell Dana, our Head of Operations since 2017, brings varied experience running both fast-casual dining at Georgetown and corporate consulting with Deloitte. Previouspositions: Le Turtle Principal Business: Restaurant Title: Cook Dates Served: October2016 - April 2017 Deloitte Consulting LLP Principal Business: ManagementConsulting Title: Analyst Dates Served: August 2015 - August 2016 DeloitteConsulting LLP Principal Business: Management Consulting Title: Intern DatesServed: June 2014 - August 2014 The Students of Georgetown, Inc. ("The Corp")Principal Business: 501(c)3 Educational Non-Profit Title: Director, The Hilltoss DatesServed: March 2014 - March 2015 The Students of Georgetown, Inc. ("The Corp")Principal Business: 501(c)3 Educational Non-Profit Title: Director of Personnel DatesServed: March 2013 - March 2014

David Goldstein Multiple years of hydroponic system design and growing experience. Farm.One: -FarmManager: February 2016 - September 2017 -Head Horticulturalist: September 2017 -present Re-Nuble: (Nutrient manufacturer) -Hydroponicist and Product Manager:December 2015 - February 2016 Boswyck Farms: (Design agency for hydroponic farms)-Hydroponicist: March 2015 - December 2015 MarketView Research Group: (Onlinemarket research boutique) -Information Systems Specialist: May 2011 - March 2015

Rob Laing Rob has been President,CEO and Sole Director of Farm.One since inception in 2015.Previously, he founded and was CEO of the VC-funded language translation startupGengo.com in Tokyo from 2008-2015. More details above. Official Titles & Dates:2010-April 2015: President, CEO & Director of Gengo, Inc. a US software companyproviding translation services. 2008-April 2015: President, CEO & Director of Gengo,KK, a software company in Japan providing translation services (Became a subsidiary

to Gengo, Inc.)

Number of Employees: 10

Related party transactionsRelated party transactions

In 2016, the Company utilized space owned by its founder for business purposes, andpaid $4,100 per month for such space for six months of 2016, providing total paymentsof $24,600. A relative of the Company’s founder loaned the Company $115,028 during2016 under an informal arrangement. The loan is considered payable on demand, butis classified as a long-term liability as it will be outstanding for at least one year, andbears no interest. The terms may be retroactively revised at a future date.

RISK FACTORSRISK FACTORS

These are the principal risks that related to the company and its business:

You Might Lose Your Money You Might Lose Your Money We believe Farm.One will be very successful andthat investors will earn a good return on their investment. However, there is noguarantee. Any number of things could go wrong, including (but not limited to)the things described below. You shouldn’t invest unless you can afford to lose allyour investment.Farm.One is a Startup Farm.One is a Startup Although the principals of Farm.One have experiencewith other companies, Farm.One itself was formed only recently and should beviewed as a start-up enterprise. Investing in early-stage companies is not likeinvesting in mature, publicly-traded companies with professional managementand predictable cash flows. Like most startups, we face significant challengesturning our business plans into a sustainable business, including: Understandingthe marketplace and accurately identifying opportunities for growth Developingour products in a changing marketplace Anticipating consumer preferencesDeveloping our brand identity Responding effectively to the products ofcompetitors Attracting, retaining, and motivating qualified executives andpersonnel Implementing business systems and processes, including technologysystems Raising capital Controlling costs Managing growth and expansionImplementing adequate accounting and financial systems and controls Dealingwith adverse changes in economic conditionsCompetition Competition Farm.One already has competitors, and we expect to have more inthe future. Moreover, some of our competitors could have significantly greaterresources and/or better competitive positions in certain product segments,geographic regions, or customer demographics. Among other things, ourcompetitors might develop farm-to-table products that are comparable orsuperior to ours, undertake more far-reaching and successful productdevelopment efforts or marketing campaigns, adopt more aggressive pricingpolicies, respond more effectively to new or emerging technologies, or usestrong or dominant positions in one or more other markets to gain a competitiveadvantage our market.Pricing Pressure Pricing Pressure We are currently able to charge premium prices based on the

quality and timeliness of our products. We could face pricing pressure in thefuture, whether because of increased competition, changing computer tastes,changes in technology, or for other reasons. Any downward pressure on ourprices would jeopardize our business.Unreliable Revenue Projections Unreliable Revenue Projections Any estimate of our revenue will be by natureunreliable, given all of the uncertainties of our business. We have no way ofknowing with certainty how much revenue we will generate.Changes in Technology Changes in Technology As indoor, high-intensity farming becomes moremainstream, it is very likely that we will need to invest in newer technology toremain competitive. The new technology is likely to require substantialinvestments and could also require different physical space.Changing Consumer Tastes Changing Consumer Tastes Today, consumers in urban areas want farm-freshfood. But consumer tastes change, and there is no assurance that the productswe grow, or are able to grow, will continue to find a receptive market.Target Market Target Market The market for our products might not be as large as we believe,and might fail to develop and grow as we expect.Negative Publicity Negative Publicity It is possible that a restaurant patron could become ill or evendie from eating our products, whether because the products were contaminatedor because of an allergy. If that happened, it could be difficult or impossible forus to overcome the negative publicity.Casualty Losses Casualty Losses Our facilities could be damaged by fire, flood, or other casualtylosses, and there is no assurance that our insurance coverage, if any, will besufficient to repair the damage and make the company whole for theinterruption in its business.Insect Infestations Insect Infestations As a producer of agricultural products, we are subject to therisk that our facilities will be infiltrated by insects, molds, or other biologicalelements, reducing our yield and/or making our products unfit for humanconsumption.Risk of Personal Injury Lawsuits Risk of Personal Injury Lawsuits If a restaurant patron were to become ill or diefrom eating our products, we could become subject to lawsuits. Although weintend to at all times carry insurance against this risk, it is possibly that ajudgment would exceed our insurance limits or arise from a theory of liabilitynot covered by our insurance.Termination of Leases Termination of Leases Our business depends on finding suitable space incrowded urban areas at a reasonable cost. There is no assurance that our existingleases will be renewed or that we will be able to find suitable space in the future.We Might Change Our Business Plans We Might Change Our Business Plans Depending on the circumstances, wemight change our business plans and strategies. We will neither need nor seekthe consent of investors to change our plans.Inability to Scale Inability to Scale For Farm.One to become profitable and generate a positivereturn for investors, the business has to get larger, or “scale.” For a social mediaapp scaling is relatively easy – you just add more computer servers. For abusiness like ours, that involves growing and harvesting plants and deliveringthem at just the right time to local restaurants, scaling is much, much moredifficult, and there is no assurance that we will be successful, even if we raisemore capital.

Unpredictable Operating Costs Unpredictable Operating Costs Our operating costs are unpredictable and inmany cases beyond our control. If operating costs rose too high or too quickly, itcould threaten our ability to remain in business.Our Revenues Might be Limited by Marketing Budget Our Revenues Might be Limited by Marketing Budget The more we spend onmarketing, the more revenue we expect to generate. However, we do not have anunlimited marketing budget. If we are unable to produce sales quickly and/orraise more capital, our marketing efforts could be hamstrung and our revenuessuffer accordingly.Changes in Laws Could Affect the Business Changes in Laws Could Affect the Business Our business could be affectedadversely by changes in the law – for example, by a law that imposes new safetyrequirements for our products, or a law that makes our products harder to sell.Economic Conditions Could Affect Our Business Economic Conditions Could Affect Our Business Farm.One sells products thatare not necessities like food or shelter, but luxuries. As a result, Farm.One couldbe adversely affected by a deterioration in economic conditions, as consumerschoose or are forced to spend less on luxury goods.We Aren’t Currently Profitable We Aren’t Currently Profitable So far, Farm.One has not generated a profit, onlylosses.Need to Attract and Retain Employees Need to Attract and Retain Employees To achieve our objectives, we must hireand retain qualified executives, engineers, technical staff and sales personnel. Ifwe are unable to attract and retain capable managers and personnel, this couldadversely affect our results of operations. With deeper pockets, our competitorsmight be able to outbid us for talented employees and even take the employeeswe have already.Low Minimum Offering Low Minimum Offering Under the terms of this offering, we are allowed to startspending investor dollars as soon as we have raised $10,000. Yet if we raise thatlittle capital, we will need to seek additional capital or the business may be atsignificant risk of failure.Need for Additional Capital Need for Additional Capital We will need more money in the future to fund newproduct development, expand our operations to other cities, buy property andequipment, finance inventory, hire new team members, market our products,pay overhead and general administrative expenses, and a variety of otherreasons. There is no guarantee that we will be able to raise all of the fundsrequired to operate and maintain the business. If additional funds are neededand we cannot obtain them, our business might fail and investors could losetheir some or all of their investment.Intellectual Property Infringement Intellectual Property Infringement Farm.One could be subject to claims fromthird parties that Farm.One has infringed on their intellectual property rights,including patents. In that case we could be subject to substantial costs ofdefending such claims, and could be liable for damages if we are found to haveinfringed. Defending such claims could require significant time and resources,and could cause significant disruptions to our systems and operations.Risks Associated with Leverage Risks Associated with Leverage We might borrow money from banks or otherlenders, sometimes referred to as “leverage.” While using leverage can increasethe total return on the borrower’s equity, it also increases risk because theamount borrowed has to be repaid in accordance with a schedule. To repayloans, we might be forced to scale down our operations, sell assets, and/or

modify our business strategy, for example. This could reduce the amount paid toinvestors.Risk of Uninsured Losses Risk of Uninsured Losses We will decide what kind of insurance to purchase andin what amounts. There is no guarantee that we will carry adequate or sufficientinsurance coverage for all of the risks we face. Likewise, some risks cannot beinsured at all, or cannot be insured on an affordable basis, and we might not beable to purchase or afford all the insurance we need. Therefore, we could incuruninsured losses.Reliance on One Person Reliance on One Person Farm.One will rely significantly on the skills of RobertLaing, the company’s founder. If Mr. Laing resigned, died, or became ill,Farm.One and its investors could suffer. The company does not currently carry“key man insurance” to protect against this risk.No Right to Participate in Management No Right to Participate in Management When considering whether to buy aNote, you should assume you will never have a meaningful right to participate inthe management of the company: Owning the Note itself will not give you theright to vote or otherwise participate in management. If your Note is convertedinto preferred stock, you will not have any right to vote or otherwise participatein management, even if other holders of the preferred stock do. If your Note isconverted into common stock you will have the right to vote based on yourpercentage ownership, but your percentage ownership is likely to be so smallthat your vote will not be meaningful. Taking all that into account, you shouldnot buy a Note unless you are comfortable with our current management team,specifically Mr. Laing, making all decisions for the foreseeable future.Risk that Management Will Make Decisions Adverse to Your Interests Risk that Management Will Make Decisions Adverse to Your Interests Becauseyou will not have a meaningful right to participate in the management of thecompany, it is possible that our management team will make decisions that youdisagree with, or that are clearly adverse to your personal interests. For example,our management team could: Convince other owners of the Notes to change theterms of the Notes. Pay themselves salaries and other compensation that youbelieve is excessive. Change the company’s business plan. Issue convertiblenotes, preferred stock, common stock, or other securities that have the effect of“diluting” your ownership interest. Hire people who turn out to be incompetent.Expand the business too slowly or too quickly. Wait too long to sell the company,or sell it too soon.The Terms of Your Note Could Change The Terms of Your Note Could Change The terms of your Note, including but notlimited to the interest rate and the maturity date, can be changed by the consentof investors holding more than 50% of all of the outstanding Notes.Inability to Sell Your Note Inability to Sell Your Note The law prohibits you from selling your Note for oneyear, except in limited circumstances. Even after that one-year period, a host ofFederal and State securities laws may limit or restrict your ability to sell yourNote. Even if you are permitted to sell, you will likely have difficulty finding abuyer because there will be no established market; and if you find a buyer, youare required to offer to sell the Note back to the company first. Given thesefactors, you should be prepared to hold your Note for its full two-year term.Risk of Dilution Risk of Dilution If your Note is converted into stock, it might become subject to“dilution.” There are two kinds of dilution. One is when the company issues

more stock and, as a result, you own a smaller percentage. That kind of dilutionisn’t necessarily bad, because if you own a smaller piece of a bigger pie youmight be as well off or better off, although your relative voting rights willprobably be diminished. The second kind of dilution is when the company issuesmore stock for a lower price than the price you paid. In that case, the sale ofstock implies a diminished value of what you own already.No Registration Under Securities Laws No Registration Under Securities Laws Neither Farm.One nor the Notes will beregistered with the Securities and Exchange Commission (“SEC”) or thesecurities regulator of any State. Hence, neither Farm.One nor your Note issubject to the same degree of regulation and scrutiny as if the Notes wereregistered.Incomplete Offering Information Incomplete Offering Information Regulation Crowdfunding does not require usto provide you with all the information that would be required in some otherkinds of securities offerings, such as a public offering of shares (for example,publicly-traded firms must generally provide investors with quarterly andannual financial statements that have been audited by an independentaccounting firm). It is possible that if you had more information about us, youwould make a different investment decision.Lack Of Ongoing Information Lack Of Ongoing Information We will be required to provide some informationto investors for at least one year following the offering. However, thisinformation is far more limited than the information that would be required of apublicly-reporting company, and under some circumstances we would bepermitted (and could choose) to stop providing annual information.Breaches Of Security Breaches Of Security It is possible that our systems would be “hacked,” leadingto the theft or disclosure of confidential information you have provided to us.Because techniques used to obtain unauthorized access or to sabotage systemschange frequently and generally are not recognized until they are launchedagainst a target, we and our vendors may be unable to anticipate thesetechniques or to implement adequate preventative measures.Limits On Liability Of Company Management Limits On Liability Of Company Management As an investor in our Notes, yourrights to make claims against our management team will be very limited. Inmaking your investment decision you should assume that you will never be ableto sue Farm.One’s management, even if they make decisions you believe arestupid or incompetent, unless they violate Federal or State securities laws.Your Interests Aren’t Represented By Our Lawyers Your Interests Aren’t Represented By Our Lawyers We have lawyers whorepresent us. Our lawyers have drafted all of the legal documents reflecting yourinvestment in Farm.One. None of these lawyers represents you personally. If youwant your interests to be represented, you will have to hire your own lawyer, atyour own cost.Other Conflicts of Interest Other Conflicts of Interest In some ways the interests of investors and theinterests of Farm.One’s management team will coincide: everyone wantsFarm.One to be as successful as possible. However, your interests might be inconflict in other important areas. For example, you might want the company tobe sold to realize a cash return on your investment, while the management teammight want to continue to operate the company.Your Note is Not Secured Your Note is Not Secured As the owner of a Note, you will be an “unsecured”

creditor of Farm.One. That means that even your limited right to payment is notsecured by any asset of Farm.One, such as real estate.Subordination To Rights Of Other Lenders Subordination To Rights Of Other Lenders If Farm.One borrows money from abank or other institutional lender, then your right to payment will be“subordinated” to the rights of the bank or other institutional lender. Thatmeans that if Farm.One doesn’t have enough money to pay both you and thebank, the bank will be paid and you won’t.Potential Return Might Not Adequately Compensate You For Risk Potential Return Might Not Adequately Compensate You For Risk Theoretically,the rate of return paid by a company should compensate the investor for thelevel of risk the investor is assuming. There is no way of knowing whether theNotes we are selling represent an appropriate potential return for the risk ofinvesting in Farm.One.The Investment Agreement Limits Your Rights The Investment Agreement Limits Your Rights To purchase a Note, you will berequired to sign our Investment Agreement. The Investment Agreement limitsyour rights in several important ways: In general, your claims against Farm.Oneand its officers, directors, stockholders, and employees arising from yourpurchase of a Note would be resolved through arbitration, rather than throughthe court system. Any such arbitration would be conducted in Wilmington,Delaware, which might not be convenient for you. You would not be entitled to ajury trial. You would not be entitled to recover any lost profits or special,consequential, or punitive damages. If you brought a claim against Farm.Oneand lost, you would be required to pay Farm.One’s expenses, includingreasonable attorneys’ fees. If you won, Farm.One would be required to pay yourexpenses.

OWNERSHIP AND CAPITAL STRUCTURE; RIGHTS OF THE SECURITIESOWNERSHIP AND CAPITAL STRUCTURE; RIGHTS OF THE SECURITIES

OwnershipOwnership

Robert Laing, 86.2% ownership, Common Stock

Classes of securitiesClasses of securities

Convertible Notes: 0

The Convertible NotesThe Convertible Notes

This section summarizes the most important terms of the Convertible Notes.This is only a summary. You should read and understand the terms of the actualConvertible Notes before investing.

VotingVoting

Ownership of a Convertible Note does not give you the right to vote orparticipate in the management of the Company. If your Convertible Note is everconverted into common stock, as described below, you would have the samevoting rights as other owners of the common stock.

Interest RateInterest Rate

The Convertible Notes accrue interest at the rate of 2% per year.

MaturityMaturity

The Notes will mature on November 30, 2019.

Cash PaymentsCash Payments

No cash payments will be made with respect to a Convertible Note beforematurity.

Conversion Into Stock Upon Equity FinancingConversion Into Stock Upon Equity Financing

If the Company raises at least $5,000,000 from the sale of its equity securities,your Convertible Note will generally convert into that same class of equitysecurity, automatically.

If the price paid by the new investors implies a value of the whole Companyequal to or less than $7,000,000, then the number of shares you receive will bebased on the price per share paid by the new investors, but at a 20% discount.

If the price paid by the new investors implies a value of the whole Companygreater than $7,000,000, then the number of shares you receive will be based ona total company value of $7,000,000 divided by the total capitalization of theCompany.

Sale of the CompanySale of the Company

If the Company is sold, you will have the right to receive the greater of (i) all ofthe principal and accrued interest outstanding with respect to your ConvertibleNote, or (ii) the amount you would have received from the sale had you originallypurchased common stock of the Company based on a total value of the wholeCompany of $7,000,000.

MaturityMaturity

Upon the maturity of your Convertible Note – if it has not yet been convertedinto equity – you have the right to receive a return of your investment plus allaccrued interest. However, there is no assurance that the Company will haveenough money to pay you, or will even still be in existence.

Alternatively, you have the right to convert your Convertible Note into shares ofthe Company’s common stock upon maturity. The number of shares you receivewill be based on a total company value of $7,000,000 divided by the totalcapitalization of the Company.

First Right of RefusalFirst Right of Refusal

If you want to sell your Convertible Note, you must first offer it to the Company.However, the Company is not required to buy it.

AmendmentAmendment

Any of the terms of the Convertible Note may be amended with the consent ofthe Company and investors owning more than 51% of the Convertible Notes,measured by the amount outstanding with respect to each Convertible Note.

Terms of Other Securities Terms of Other Securities

Apart from the Convertible Notes, the Company has only two kinds of securitiesoutstanding: its common stock and Simple Agreements for Future Equity, orSAFEs.

As of November 10, 2017, there are currently 4,586,800 shares of common stockoutstanding.

The Company currently has outstanding $115,000 of SAFEs.

Each share of common stock is entitled to one vote for the election of directorsand other matters upon which the stockholders of the Company are entitled tovote. Owners of SAFEs have no voting rights.

If the Company raises capital through the sale of preferred stock at a fixedvaluation, then each outstanding SAFE will convert automatically into shares ofthe preferred stock. The number of shares of preferred stock will depend on theimplied valuation of the entire Company. If the implied valuation is no greaterthan $3 million, then the number of shares of preferred stock will be calculatedat the same price paid by the new investors, minus a 20% discount. If the impliedvaluation is greater than $3 million, then the number of shares of preferred stockwill be calculated on the basis of a $3 million total valuation.

Differences between the Convertible Notes and Other SecuritiesDifferences between the Convertible Notes and Other Securities

The Convertible Notes differ from the common stock as follows:

Owners of the common stock have the right to vote, while owners ofConvertible Notes do not.

If the Company is sold, owners of Convertible Notes have the right to bepaid before owners of the common stock.

If the value of the Company grows to more than $7,000,000, owners of theConvertible Notes will, in effect, have purchased their Convertible Notes ata discount.

The Convertible Notes differ from the SAFEs as follows:The Convertible Notes differ from the SAFEs as follows:

The Convertible Notes bear interest while the SAFEs do not.

The SAFEs will be converted (into preferred stock) only if the Companyraises capital by issuing preferred stock, while the Convertible Notes canbe converted if the Company raises capital by issuing common stock also.

The SAFEs will be converted (into preferred stock) if the Company raisesany capital by selling preferred stock at a fixed valuation, while theConvertible Notes will be converted only if the Company raises at least$5,000,000 (by selling any equity security).

The terms and the mechanism for conversion are different for the SAFEsand the Convertible Notes.

How The Terms of the Convertible Notes May be ModifiedHow The Terms of the Convertible Notes May be Modified

Any of the terms of the Convertible Note may be amended with the consent ofthe Company and investors owning more than 50% of the Convertible Notes,measured by the amount outstanding with respect to each Convertible Note.

Among the terms that could be modified are the interest rate, the maturity date,and the terms upon which the Convertible Notes can be converted into equitysecurities.

How the Convertible Notes May be Limited, Diluted, or Qualified by OtherHow the Convertible Notes May be Limited, Diluted, or Qualified by OtherSecuritiesSecurities

Other securities issued by the Company could affect the Convertible Notes, asfollows:

The Company could issue securities in the future that have a preferredright to payment, i.e., the owners of those securities would have the rightto be paid before the owners of the Convertible Notes.

The Company could issue securities in the future that have a higherdiscount rate for converting into equity securities, or a lower maximumvalue for the Company.

If your Convertible Note is converted into equity securities, you could findyourself “diluted” by a later issue of securities, as described in the Risks ofInvesting section.

How the Company’s Principals Could Affect InvestorsHow the Company’s Principals Could Affect Investors

The individual(s) who control the Company could affect investors in many ways,including these:

They could run the Company into the ground, with the result that investorslose all or a portion of their investment.

They could issue securities of the Company that result in the conversion ofthe Convertible Notes into equity securities.

They could issue securities of the Company that “dilute” or otherwise harmthe interests of investors.

They could change the Company’s business.

They could sell the Company.

They could convince the owners of more than 50% of the Convertible Notesto change the terms of the Convertible Notes.

20% Shareholders20% Shareholders

Robert Laing is the only person who owns 20% or more of the voting power ofthe Company.

Mr. Laing is the Chief Executive Officer and sole Director of the Company.

How the Convertible Notes are ValuedHow the Convertible Notes are Valued

The only value that has been placed on the Convertible Notes is their face value.There should be no need for the Company to place any other value on them inthe future.

Risks to Investors Associated with Convertible NotesRisks to Investors Associated with Convertible Notes

The risks of buying and owning a Convertible Note are described in the Risks ofInvesting section.

Restrictions on TransferRestrictions on Transfer

By law, an investor who buys a Convertible Note won’t be allowed to transfer itfor one year, except (i) back to the Company itself, (ii) to an “accredited”investor, (iii) to a family member or trust, or (iii) in a public offering of theCompany’s shares. In general, an “accredited” investor is a person with at least$200,000 of income ($300,000 with a spouse) or a net worth of at least$1,000,000, without taking into account his or her principal residence.

SAFEs: 115,000

The company has $115,000 of SAFEs outstanding.

For a description of the SAFEs, see Convertible Notes section above.For a description of the SAFEs, see Convertible Notes section above.

Common Stock: 4,586,400

Voting RightsVoting Rights

The holders of shares of the Company's common stock are entitled to one votefor each share held of record on all matters submitted to a vote of theshareholders.

Dividend RightsDividend Rights

Subject to preferences that may be granted to any then outstanding preferredstock, holders of shares of Common Stock are entitled to receive ratably suchdividends as may be declared by the Board out of funds legally availabletherefore as well as any distribution to the shareholders. The payment ofdividends on the Common Stock will be a business decision to be made by theBoard from time based upon the results of our operations and our financialcondition and any other factors that our board of directors considers relevant.Payment of dividends on the Common Stock may be restricted by law and byloan agreements, indentures and other transactions entered into by us from timeto time. The Company has never paid a dividend and does not intend to paydividends in the foreseeable future, which means that shareholders may notreceive any return on their investment from dividends.

Rights to Receive Liquidation DistributionsRights to Receive Liquidation Distributions

Liquidation Rights. In the event of our liquidation, dissolution, or winding up,holders of Common Stock are entitled to share ratably in all of our assetsremaining after payment of liabilities (including convertible notes) and theliquidation preference of any then outstanding preferred stock.

Rights and PreferencesRights and Preferences

The rights, preferences and privileges of the holders of the company’s CommonStock are subject to and may be adversely affected by, the rights of the holders ofshares of any additional classes of preferred stock that we may designate in thefuture.

What it means to be a Minority HolderWhat it means to be a Minority Holder

As a minority holder of a Convertible Note, you will have limited ability, if all, toinfluence our policies or any other corporate matter, including the election ofdirectors, changes to the Company's governance documents, additional issuances ofsecurities, company repurchases of securities, a sale of the Company or of assets ofthe Company, or transactions with related parties.

DilutionDilution

The investor’s stake in a company could be diluted due to the company issuingadditional shares. In other words, when the company issues more shares, thepercentage of the company that you own will go down, even though the value of thecompany may go up. You will own a smaller piece of a larger company. This increasein number of shares outstanding could result from a stock offering (such as an initialpublic offering, another crowdfunding round, a venture capital round or angelinvestment), employees exercising stock options, or by conversion of certaininstruments, such as convertible bonds, preferred shares or warrants, into stock.

If the company decides to issue more shares, an investor could experience value

dilution, with each share being worth less than before, and control dilution, with thetotal percentage an investor owns being less than before. There may also be earningsdilution, with a reduction in the amount earned per share (though this typically occursonly if the company offers dividends, and most early stage companies are unlikely tooffer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the companysells more shares in a “down round,” meaning at a lower valuation than in earlierofferings. An example of how this might occur is as follows (numbers are forillustrative purposes only, and are not based on this offering):

In June 2014 Jane invests $20,000 for shares that represent 2% of a companyvalued at $1 million.

In December the company is doing very well and sells $5 million in shares toventure capitalists on a valuation (before the new investment) of $10 million.Jane now owns only 1.3% of the company but her stake is worth $200,000.

In June 2015 the company has run into serious problems and in order to stayafloat it raises $1 million at a valuation of only $2 million (the “down round”).Jane now owns only 0.89% of the company and her stake is worth $26,660.

If you are making an investment expecting to own a certain percentage of theCompany or expecting each share to hold a certain amount of value, it’s important torealize how the value of those shares can decrease by actions taken by the Company.Dilution can make drastic changes to the value of each share, ownership percentage,voting control, and earnings per share.

Transferability of securitiesTransferability of securities

For a year, the securities can only be resold:

In an IPO;To the company;To an accredited investor; andTo a member of the family of the purchaser or the equivalent, to a trustcontrolled by the purchaser, to a trust created for the benefit of a member of thefamily of the purchaser or the equivalent, or in connection with the death ordivorce of the purchaser or other similar circumstance.

FINANCIAL STATEMENTS AND FINANCIAL CONDITION; MATERIALFINANCIAL STATEMENTS AND FINANCIAL CONDITION; MATERIALINDEBTEDNESSINDEBTEDNESS

Financial StatementsFinancial Statements

Our financial statements can be found attached to this document. The financialreview covers the period ending in 2016-12-31.

Financial ConditionFinancial Condition

Results of OperationResults of Operation

20162016

The first quarter of 2017 (January to March) was spent in research and preparationmode, as well as searching for space for the prototype farm.

The company's first prototype farm at the Institute of Culinary Education (ICE) wasinstalled in April 2016, under an agreement whereby Farm.One would supplyequipment and operate the farm in return for collaborating with the school andgrowing crops for the school's use. This farm was built to test growing methods andthe sales market for locally-grown specialty produce. As a small proof of concept farmit was not intended to be a profitable enterprise. Between August to November 2016,the company brought on an initial base of customers, including restaurants Daniel,Atera, Jungsik and L'Appart. The company achieved the goal of "selling out" the farmat ICE by using all available space and achieving the target price per pound forproducts.

During the 2016 year, the company employed a small team of employees andcontractors while building revenue, and operated at a loss.

In November 2016, restaurant Atera offered a space of around 1,200 square foot totalin their building to the company, for a potential new farm. At the end of 2016, thecompany started initial preparatory construction on the new farm in Tribeca,incurring some preparatory construction costs. The company signed a lease on thenew space.

20172017

In January 2017, the company ramped up construction of its new Tribeca farm.Overall, construction of the Tribeca farm required around $250,000 of constructionand equipment expense, part of which was funded with a Simple Agreement ForFuture Equity of $135,000, and part from cash.

The company continued to operate the farm at ICE while building the Tribeca farm.Due to the Tribeca farm being split across two rooms, initial production capacity cameonline in March 2017 at Tribeca, and subsequent capacity in August. A small part ofthe Tribeca farm is still to be completed with LED lighting, which will open upadditional capacity.

Additional working capital has been deployed in bringing the operation up to speed.

Tribeca farm as model for future farmsTribeca farm as model for future farms

As a 1,200 square-foot farm, the Tribeca operation represents a model for future farmsto be built. However there are key differences which will allow future farms to be moreHowever there are key differences which will allow future farms to be moreprofitable:profitable:

We expect to operate future farms with around 5 full-time staff per 1,500 squarefoot of growing space. Future farms will not require the overhead of their ownmanagement team - they will be overseen by the New York headquarters. Future farms may be larger in size, allowing additional economies of scale. Themarket for our product is healthy, and potentially much larger than we initiallyanticipated, making it possible to build farms of 1,000 to 5,000 square feet.Future farms can leverage centralized accounting, equipment purchasing,marketing, ecommerce, software and processes. Significant cost savings willoccur from centralized consumables purchasing.The reputation of our current farms can be used to attract customers in newcities - an advantage our first farms did not have.

RevenueRevenue

The company has achieved significant gross revenue and gross profit growth eachquarter of 2017.

Cost of SalesCost of Sales

The key Costs of Sales in Farm.One's operations are

Direct Labor (farm labor directly related to growing of product)PackagingConsumables - growing media and seeds

Utilities costs are not included in our Cost of Sales calculation.

Gross MarginsGross Margins

Since June 2017, on a monthly basis, Farm.One has had a positive gross margin ofaround 50%.

Operating ExpenseOperating Expense

Key operating expenses for the company are wages and salaries of the managementteam, and utilities costs.

Management Wages and SalariesManagement Wages and Salaries

The company employs 5 staff on the management team, including the founder andCEO. Since the inception of the company, the CEO has been unpaid. Post-fundraise,the CEO will be paid a reasonable salary.

Financial MilestonesFinancial Milestones

The Company is currently generating net income losses. However, our new Tribecafarm has sufficient size, when at full capacity and full sales, for the Company to reachbreakeven with current staff, with additional farms becoming accretive to overall netincome. Management currently forecasts 2018, 2019 and 2010 revenue of $1 million,

$2 million and $7 million, respectively. Positive net income is expected in 2018,although the Company may choose to prioritize growth over profit generation.

No executive hires are planned in the next 6 months.

Building Additional FarmsBuilding Additional Farms

The Company's intention is to build additional farms in other US or worldwide urbanareas, seeking favorable arrangements alongside restaurants or other culinarybusinesses. Each farm is intended to become a profitable entity in itself, with supportfrom the headquarters in New York. Additional farms are expected to be between1,000 square-foot to 5,000 square foot in size.

Target cities may include, but are not limited to: Chicago, Philadelphia, Minneapolis,Las Vegas, San Francisco, Los Angeles, Seattle, Portland, Vancouver, Toronto, Miami,Denver, Austin, Houston, Tokyo, London, Paris, Taipei, Singapore, Hong Kong, SaoPaulo, Copenhagen, Dubai. The choice of future farm locations is at the solediscretion of the executive officers and directors based on the business needs of theCompany.

Over the next 6 months, the Company's focus is on preparing to build these additionalfarms, by

Growing its New York farms to maximum revenue potential, by continuing tobuild Sales and investing in MarketingContinuing to improve its software and process definition to allow the Companyto operate multiple farms centrallyFinalizing training materials and documentation to allow the Company tooperate multiple farms centrallyScouting for new locations, with a focus on the US EastConducting additional R&D on hardware to improve operational efficiency

By June 2018, the Company hopes to have chosen a site and begun construction on anew farm in a target city.

Profitability of future farms and payback periodProfitability of future farms and payback period

Depending on size, additional farms may require a capital investment of between$200,000 to $1,000,000, part or all of which may come from funds raised. Thecompany aims for a "payback period" on capital for each farm of between 2-5 years.Operating circumstances for each farm may vary, due to factors such as localminimum wage, local electricity cost, demand for product, and other reasons.

Liquidity and Capital ResourcesLiquidity and Capital Resources

The company is currently generating operating losses and requires the continuedinfusion of new capital to continue business operations. However, the companyanticipates continued revenue growth, and to reach positive net income before anyraised funds are depleted.

The company's future long-term revenue growth depends on building additional farmsin US cities, which may require new capital beyond this fundraise for construction andequipment costs, as well as the working capital required to bring new farms toprofitability. Capital for new farms may come from free cash flow; equipmentfinancing; traditional or convertible debt instruments; equity in the company or in asubsidiary of the company specific to a future farm; or a combination of thesemethods.

The choice of future fundraising methods is at the sole discretion of the executiveofficers and directors based on the business needs of the company and the particularcircumstances of any new farm to be built.

IndebtednessIndebtedness

SAFE Agreements In 2017, the Company issued simple agreements for future equity(SAFE Agreement) in exchange for cash investments of $115,000. The SAFEAgreements entitle the holder to convert the SAFE agreements into the Company’sstock. The terms provide for automatic conversion of the SAFE agreements’ purchaseamounts of $85,000 as of December 31, 2016 (the “Purchase Amount”) into theCompany’s stock if and upon a qualified equity financing event, which is generallydefined as a transaction or series of transactions involving the issuance of theCompany’s stock at a fixed pre- money valuation. The number of shares of stock theSAFE agreement converts into is the Purchase Amount divided by the price per sharedetermined by either: a) a $3,000,000 pre-money valuation on the Company’s thenoutstanding capitalization (as further defined in the agreements), or b) a 20% discountto the share pricing in the triggering equity financing. In the case of a liquidationevent (as defined in the SAFE agreement), the SAFE agreement is convertible, at theholders’ elections, into either: A) cash of the Purchase Amount; B) the number ofshares of common stock determined by the share pricing derived by dividing a$3,000,000 valuation cap by the Company’s then outstanding capitalization (asdefined in the agreement). The SAFE agreements provide holders with variousadditional protections, including preferences over unitholders in a dissolution eventfor payment of the Purchase Amount and anti-dilution protections. Convertible NoteIssuances Subsequent to December 31, 2016 through the issuance date of thesefinancial statements, the Company issued $100,500 of convertible notes payable,bearing interest at 2% per annum and maturing on November 30, 2019. These notesentitle the holder to convert the convertible notes into the Company’s stock. Theterms provide for automatic conversion of the convertible note agreements into theCompany’s stock if and upon a qualified equity financing event of $5,000,000 orgreater. The number of shares of stock the convertible notes convert into is the thenoutstanding principal and interest divided by the price per share determined by either:a) a $7,000,000 pre-money valuation on the Company’s then outstandingcapitalization (as further defined in the agreements), or b) a 20% discount to the sharepricing in the triggering equity financing. Lease Agreement In April 2017, theCompany entered into a lease agreement for commercial space it began occupying inJanuary 2017. The initial lease term is from January 1, 2017 through December 31,

2021, with renewal options for two additional five-year terms. The initial lease rate is$500 per month, with 3.5% escalations annually commencing January 1, 2018. If andupon renewals, there is a 6% escalation to the lease rate at each renewal. TheCompany is also required to pay a portion of property taxes, utilities, and othercommon costs.

Recent offerings of securitiesRecent offerings of securities

2017-04-01, Rule 506B, 115000 SAFE. Use of proceeds: Total of SAFEs: $115,000Use of Proceeds: Construction of Tribeca Farm Working Capital

ValuationValuation

$7,000,000.00

We have not undertaken any efforts to produce a valuation of the Company. The priceof the shares merely reflects the opinion of the Company as to what would be fairmarket value.

USE OF PROCEEDSUSE OF PROCEEDS

OfferingOffering

Amount SoldAmount SoldOfferingOffering

Amount SoldAmount Sold

Total Proceeds:Total Proceeds: $10,000 $1,070,000

Less: Offering Expenses

StartEngine Fees (6% total fee) $600 $64,200

Net ProceedsNet Proceeds $9,400 $1,005,800

Use of Net Proceeds:Use of Net Proceeds:Software Development

$9,400 $100,000

Capital Expenditure (New Farms) $0 $500,000

R&D (Growing Techniques) $0 $50,000

R&D (Hardware) $0 $50,000

Working Capital $0 $305,800

Total Use of Net ProceedsTotal Use of Net Proceeds $9,400 $1,005,800

We are seeking to raise a minimum of $10,000 and up to $1,070,000 in this offeringthrough Regulation Crowdfunding. If we manage to raise $1,070,000, we plan to usethe net proceeds of approximately $1,005,800 over the course of that time as follows:

Investment into our farm management software Contribution of cash to building one or more additional farms in US citiesResearch and Development into growing techniques for culinary plantsResearch and Development into improved hardware for farm efficiency

The identified uses of proceeds are subject to change at the sole discretion of theexecutive officers and directors based on the business needs of the Company.

Irregular Use of ProceedsIrregular Use of Proceeds

The Company might incur Irregular Use of Proceeds that may include but are notlimited to the following over $10,000: Vendor payments and salary made to one's self;Any expense labeled "Administration Expenses" that is not strictly for administrativepurposes; Any expense labeled "Travel and Entertainment"; Any expense that is forthe purposes of inter-company debt or back payments.

REGULATORY INFORMATIONREGULATORY INFORMATION

DisqualificationDisqualification

No disqualifying event has been recorded in respect to the company or its officers ordirectors.

Compliance failureCompliance failure

The company has not previously failed to comply with Regulation CF.

Annual ReportAnnual Report

The company will make annual reports available on its website http://farm.one in anarea designated for "Investors". The annual reports will be available within 120 days ofthe end of the issuer's most recent fiscal year.

EXHIBIT B TO FORM CEXHIBIT B TO FORM C

FINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANT'S REVIEW FORFINANCIAL STATEMENTS AND INDEPENDENT ACCOUNTANT'S REVIEW FORFarm.One, Inc.Farm.One, Inc.

[See attached]

Farm.One, Inc. A Delaware Corporation

Financial Statements (Unaudited) and Independent Accountant’s Review Report December 31, 2016 and 2015

Farm.One, Inc.

TABLE OF CONTENTS

Page

INDEPENDENT ACCOUNTANT’S REVIEW REPORT 1

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2016 AND 2015 AND FOR THE PERIODS THEN ENDED:

Balance Sheets 2

Statements of Operations 3

Statements of Changes in Stockholder’s Equity 4

Statements of Cash Flows 5

Notes to Financial Statements 6-12

Artesian CPA, LLC 1624 Market Street, Suite 202 | Denver, CO 80202

p: 877.968.3330 f: 720.634.0905 info@ArtesianCPA.com | www.ArtesianCPA.com

To the Board of Directors of Farm.One, Inc. New York, NY

INDEPENDENT ACCOUNTANT’S REVIEW REPORT

We have reviewed the accompanying financial statements of Farm.One, Inc. (the “Company”), which comprise the balance sheets as of December 31, 2016 and 2015, and the related statements of operations, changes in stockholder’s equity, and cash flows for the year ended December 31, 2016 and for the period from December 8, 2015 (inception) to December 31, 2015, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management's financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error.

Accountant’s Responsibility

Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.

Accountant’s Conclusion

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.

Going Concern

As discussed in Note 3, certain conditions indicate that the Company may be unable to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Artesian CPA, LLC Denver, Colorado

February 5, 2018

FARM.ONE, INC. BALANCE SHEETS (UNAUDITED) As of December 31, 2016 and 2015

See Independent Accountant’s Review Report and accompanying notes, which are an integral part of these financial statements.

-2-

2016 2015

ASSETS

Current Assets:

Cash and cash equivalents 47,489$ 39$

Accounts receivable 3,208 -

Inventory 18,143 -

Total Current Assets 68,840 39

Non-Current Assets:

Property and equipment, net 56,642 -

Total Non-Current Assets 56,642 -

TOTAL ASSETS 125,482$ 39$

LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:

Current Liabilities:

Accounts payable 20,948$ -$

Accrued expenses 25 -

Total Current Liabilities 20,973 -

Non-Current Liabilities:

Related party loan 115,028 -

Total Non-Current Liabilities 115,028 -

Total Liabilities 136,001 -

Stockholder's Equity:

Common stock, $0.00001 par value, 10,000,000 shares

authorized, 3,920,000 shares issued, outstanding, and

vested, each as of December 31, 2016 and 2015. 39 39

Additional paid-in capital 132,099 -

Accumulated deficit (142,657) -

Total Stockholder's Equity (10,519) 39

125,482$ 39$ TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

FARM.ONE, INC. STATEMENTS OF OPERATIONS (UNAUDITED) For the year ended December 31, 2016 and for the period from December 8, 2015 (inception) to December 31, 2015

See Independent Accountant’s Review Report and accompanying notes, which are an integral part of these financial statements.

-3-

2016 2015

Sales, net 5,293$ -$

Cost of goods sold (24,188) -

Gross Profit/(Loss) (18,895) -

Operating Expenses:

General and administrative 79,071 -

Sales and marketing 10,543 -

Depreciation expense 3,073 -

Research and development 31,775 -

Total Operating Expenses 124,462 -

Loss from Operations (143,357) -

Other Income 700

Income Before Income Tax (142,657) -

Provision for (Benefit from) Income Tax - -

Net Loss (142,657)$ -$

FARM.ONE, INC. STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (UNAUDITED) For the year ended December 31, 2016 and for the period from December 8, 2015 (inception) to December 31, 2015

See Independent Accountant’s Review Report and accompanying notes, which are an integral part of these financial statements. -4-

Number of

Shares Amount

Additional

Paid-In

Capital

Accumulated

Deficit

Balance at December 8, 2015 (inception) - -$ -$ -$ -$

Issuance of common stock 3,920,000 39 - - 39

Net loss - - - - -

Balance at December 31, 2015 3,920,000 39 - - 39

Capital contributions - - 132,099 - 132,099

Net loss - - - (142,657) (142,657)

Balance at December 31, 2016 3,920,000 39$ 132,099$ (142,657)$ (10,519)$

Common Stock

Total

Stockholders'

Equity

FARM.ONE, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) For the year ended December 31, 2016 and for the period from December 8, 2015 (inception) to December 31, 2015

See Independent Accountant’s Review Report and accompanying notes, which are an integral part of these financial statements.

-5-

2016 2015

Cash Flows from Operating Activities

Net Loss (142,657)$ -$

Adjustments to reconcile net loss to net cash used

in operating activities:

Depreciation and amortization 3,670 -

Changes in operating assets and liabilities:

Change in receivables (3,208) -

Change in inventory (18,143) -

Change in accounts payable and accrued liabilities 20,973 -

Net Cash Used in Operating Activities (139,365) -

Cash Flows from Investing Activities

Purchases of property and equipment (60,312) -

Net Cash Used in Investing Activities (60,312) -

Cash Flows from Financing Activities

Proceeds from related party loan 115,028 -

Capital contributions 132,099

Issuance of common stock to founders - 39

Net Cash Provided by Financing Activities 247,127 39

Net Change In Cash 47,450 39

Cash at Beginning of Period 39 -

Cash at End of Period 47,489$ 39$

Supplemental Disclosure of Cash Flow Information:

Cash paid for interest -$ -$

Cash paid for income tax -$ -$

FARM.ONE, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of December 31, 2016 and 2015 and for the periods then ended

See accompanying Independent Accountant’s Review Report -6-

NOTE 1: NATURE OF OPERATIONS Farm.One, Inc. (the “Company”), is a corporation organized December 8, 2015 under the laws of Delaware. The Company grows rare produce in farms in central city locations, selling predominantly to chefs. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The Company adopted the calendar year as its basis of reporting. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties

The Company is dependent upon additional capital resources for its planned full scale operations and is subject to significant risks and uncertainties; including failing to secure funding to continue to operationalize the Company’s plans or failing to profitably operate the business. Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. As of December 31, 2016 and 2015, the Company’s cash balances did not exceed federally insured limits. Accounts Receivable

The Company assesses its receivables based on historical loss patterns, aging of the receivables, and assessments of specific identifiable customer accounts considered at risk or uncollectible. The Company also considers any changes to the financial condition of its customers and any other external market factors that could impact the collectability of the receivables in the determination of the allowance for doubtful accounts. The Company has determined that an allowance against its accounts receivable balances was not necessary as of December 31, 2016 or 2015. Inventory

Inventory is stated at the lower of cost or market and accounted for using the weighted average cost method. The inventory balances of $18,143 and $0 as of December 31, 2016 and 2015, respectively, consisted of plants and related overhead. The Company records impairment and obsolescence reserves against its inventory balances as deemed necessary.

FARM.ONE, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of December 31, 2016 and 2015 and for the periods then ended

See accompanying Independent Accountant’s Review Report -7-

Property and Equipment

Property and equipment are recorded at cost when purchased. Depreciation is recorded for property and equipment using the straight-line method over the estimated useful lives of assets, which range from 3-10 years. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable, and writes the assets down as necessary. Depreciation charges on property and equipment totaled $3,670 and $0 for the periods ended December 31, 2016 and 2015, respectively. The Company’s property and equipment consisted of the following as of December 31, 2016 and 2015:

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The carrying amounts reported in the balance sheets approximate their fair value.

2016 2015

Computer & office equipment 14,351$ -$

Farm Equipment 10,961 -

Leasehold improvements 35,000 -

Property and equipment, at cost 60,312$ -$

Less: accumulated depreciation (3,670) -

Property and equipment, net 56,642$ -$

FARM.ONE, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of December 31, 2016 and 2015 and for the periods then ended

See accompanying Independent Accountant’s Review Report -8-

Revenue Recognition

The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. Cost of goods sold includes product costs, consumables, packaging, labor, and overhead allocations. Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the option vesting period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock options. Research and Development

Research and development costs are expensed as incurred. Total expense related to research and development was $31,775 and $0 for the periods ended December 31, 2016 and 2015, respectively. Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will be realized. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has determined that there are no material uncertain tax positions. The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carryforwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future. The Company had net operating loss carryforwards of $177,966 and $0 as of December 31, 2016 and 2015, respectively. The Company pays Federal and New York income taxes, and has used an effective blended rate of 38.3% to derive net tax assets of $47,917 and $0 as of December 31, 2016 and 2015, respectively, resulting from its net operating loss carryforwards and other temporary book to tax differences from tax basis to GAAP basis depreciation methods and other tax to GAAP differences.

FARM.ONE, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of December 31, 2016 and 2015 and for the periods then ended

See accompanying Independent Accountant’s Review Report -9-

Due to uncertainty as to the Company’s ability to generate sufficient taxable income in the future to utilize the net operating loss carryforwards before they begin to expire in 2036, the Company has recorded a full valuation allowance to reduce the net deferred tax asset to zero. The Company files U.S. federal and state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. NOTE 3: GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated significant revenues or profits, has sustained net losses of $142,657 and $0 during the periods ended December 31, 2016 and 2015, respectively, has an accumulated deficit of $142,657 as of December 31, 2016, and has limited available liquid assets as of December 31, 2016 with just $47,489 of cash available. The Company’s ability to continue as a going concern in the next twelve months following the date the financial statements were available to be issued is dependent upon its ability to produce revenues and/or obtain financing sufficient to meet current and future obligations and deploy such to produce profitable operating results. Management has evaluated these conditions and plans to generate revenues and raise capital as needed to satisfy its capital needs. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities NOTE 4: STOCKHOLDER’S EQUITY The Company has authorized 10,000,000 shares of $0.00001 par value common stock. As of each December 31, 2016 and 2015, 3,920,000 shares of common stock were issued and outstanding. In December of 2015, the Company issued its founder a total of 3,920,000 shares of common stock at $0.00001 per share, in exchange for $39 of cash. This stock issuance was conducted under terms of a restricted stock purchase agreement, but contained no vesting provisions. All issued and outstanding shares are fully vested as of December 31, 2016 and 2015. During 2016, the Company’s founder contributed a total of $132,099 of capital to the Company. NOTE 5: RELATED PARTY TRANSACTIONS In 2016, the Company utilized space owned by its founder for business purposes, and paid $4,100 per month for such space for six months of 2016, providing total payments of $24,600. A relative of the Company’s founder loaned the Company $115,028 during 2016 under an informal arrangement. The loan is considered payable on demand, but is classified as a long-term liability as it

FARM.ONE, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of December 31, 2016 and 2015 and for the periods then ended

See accompanying Independent Accountant’s Review Report -10-

will be outstanding for at least one year, and bears no interest. The terms may be retroactively revised at a future date. NOTE 6: COMMITMENTS AND CONTINGENCIES The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations. NOTE 7: RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605—Revenue Recognition and most industry-specific guidance throughout the ASC. The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers", which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented, or (ii) retrospective application with a cumulative effect adjustment at the date of initial application. We are continuing to evaluate the impact of this new standard on our financial reporting and disclosures, including but not limited to a review of accounting policies, internal controls and processes. We expect to complete our evaluation in the second half of 2017 and intend to adopt the new standard effective January 1, 2018. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments when the terms of an award provide that a performance target could be achieved after the requisite service period,” (“ASU 2014-12”). Current U.S. GAAP does not contain explicit guidance on whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award. The new guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. The updated guidance will be effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period. The adoption of this ASU did not have any impact on the Company's consolidated financial position, liquidity, or results of operations. In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We are continuing to evaluate the impact of this new standard on our financial reporting and disclosures.

FARM.ONE, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of December 31, 2016 and 2015 and for the periods then ended

See accompanying Independent Accountant’s Review Report -11-

In July 2014, the FASB issued the ASU No. 2015-11 on “Inventory (Topic 330): Simplifying the Measurement of Inventory”, which proposed that inventory should be measured at the lower of cost and the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. These amendments are based on existing guidance that requires measuring inventory at the lower of cost or market to consider the replacement cost of inventory less an approximately normal profit margin along with net value in determining the market value. It is effective for reporting periods beginning after December 15, 2016. Management is assessing the impact of this pronouncement on our financial statements. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows" (Topic 230). This ASU is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2017. We do not believe the adoption of ASU 2016-15 will have a material impact on our financial position, results of operations or cash flows. In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2015-17, “Balance Sheet Classification of Deferred Taxes”. The new guidance eliminates the requirement to separate deferred income tax liabilities and assets into current and noncurrent amounts. The amendments will require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The updated guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those annual periods. The Company is in the process of evaluating this guidance. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. NOTE 8: SUBSEQUENT EVENTS SAFE Agreements

In 2017, the Company issued simple agreements for future equity (SAFE Agreement) in exchange for cash investments of $115,000. The SAFE Agreements entitle the holder to convert the SAFE agreements into the Company’s stock. The terms provide for automatic conversion of the SAFE agreements’ purchase amounts of $85,000 as of December 31, 2016 (the “Purchase Amount”) into the Company’s stock if and upon a qualified equity financing event, which is generally defined as a transaction or series of transactions involving the issuance of the Company’s stock at a fixed pre-money valuation. The number of shares of stock the SAFE agreement converts into is the Purchase Amount divided by the price per share determined by either: a) a $3,000,000 pre-money valuation on the Company’s then outstanding capitalization (as further defined in the agreements), or b) a 20% discount to the share pricing in the triggering equity financing. In the case of a liquidation event (as defined in the SAFE agreement), the SAFE agreement is convertible, at the holders’ elections, into either: A) cash of the Purchase Amount; B) the number of shares of common stock determined by the share pricing derived by dividing a $3,000,000 valuation cap by the Company’s then outstanding capitalization (as defined in the agreement).

FARM.ONE, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) As of December 31, 2016 and 2015 and for the periods then ended

See accompanying Independent Accountant’s Review Report -12-

The SAFE agreements provide holders with various additional protections, including preferences over unitholders in a dissolution event for payment of the Purchase Amount and anti-dilution protections. Convertible Note Issuances

Subsequent to December 31, 2016 through the issuance date of these financial statements, the Company issued $100,500 of convertible notes payable, bearing interest at 2% per annum and maturing on November 30, 2019. These notes entitle the holder to convert the convertible notes into the Company’s stock. The terms provide for automatic conversion of the convertible note agreements into the Company’s stock if and upon a qualified equity financing event of $5,000,000 or greater. The number of shares of stock the convertible notes convert into is the then outstanding principal and interest divided by the price per share determined by either: a) a $7,000,000 pre-money valuation on the Company’s then outstanding capitalization (as further defined in the agreements), or b) a 20% discount to the share pricing in the triggering equity financing. Stock Issuances

Subsequent to December 31, 2016 through the issuance date of these financial statements, the Company issued a total of 666,400 shares of common stock to five service providers under restricted stock purchase agreements at a price per share of $0.00003, providing total proceeds of $20. These issuances contain vesting provisions providing for prorata vesting of the shares over a 48 month period, subject to a one-year cliff where ¼ of the shares vest on the 1-year anniversary of issuance. Lease Agreement

In April 2017, the Company entered into a lease agreement for commercial space it began occupying in January 2017. The initial lease term is from January 1, 2017 through December 31, 2021, with renewal options for two additional five-year terms. The initial lease rate is $500 per month, with 3.5% escalations annually commencing January 1, 2018. If and upon renewals, there is a 6% escalation to the lease rate at each renewal. The Company is also required to pay a portion of property taxes, utilities, and other common costs. Management’s Evaluation

Management has evaluated subsequent events through February 5, 2018, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.

EXHIBIT C TO FORM CEXHIBIT C TO FORM C

PROFILE SCREENSHOTSPROFILE SCREENSHOTS

[See attached]

VIDEO TRANSCRIPT (Exhibit D)VIDEO TRANSCRIPT (Exhibit D)

I'm Rob Laing, and I'm the CEO and founder of Farm.One.

Farm.One is a vertical farm in New York. We use advanced hydroponics, the latest LED lighttechnology, and proprietary software and processes to grow over 500 different rare herbs, edibleflowers and microgreens for the best chefs in the city.

Hydroponics means growing plants in a water-based nutrient solution, without soil.

Vertical farming is an exciting, hyper-efficient technique of stacking multiple growing layersindoors seeing high level of investment interest. But Farm.One is the only vertical farmingcompany focused on rare, flavorful speciality produce.

In April 2016, I started Farm.One with our prototype farm at a prestigious culinary school indowntown Manhattan. As we started to grow rare herbs and flowers, we attracted highly-respected chefs as visitors.

"Hello I'm Alex Atala from Brazil. If you can believe, I'm here in downtown New York, insidethis beautiful urban farm."

We quickly acquired Michelin-starred restaurants as clients, sold out within just a few months,and started looking for space to expand.

One of our customers was Atera, a 2-michelin starred restaurant in Tribeca, an exclusiveManhattan neighborhood. Head Chef Ronny Emborg invited us to complete a second, muchlarger farm inside their huge basement.

Nic Jackson, Engineering Manager: "Within a short period of time, we were able to convert anhistoric landmark building into a hyper-efficient urban farm."

Ronny Emborg, Executive Chef, Atera: "So when you walk into Farm.One it's like happiness, yousee all these green colors, yellows, all the flowers, it can just be like happiness"

We finished construction on the farm in August 2017, and every week we're serving morecustomers out of the space.

In just 18 months we’ve built a team with expertise in Horticulture, Operations, Engineering andSales. And at our heart we’re a technology company, turning farming into science.

David Goldstein, Head Horticulturalist: "Before joining Farm.One, I had a number of yearsexperience building and running hydroponic systems. But at Farm.One we’re taking everythingto a whole new level.

"We use our own data-tracking software to build knowledge on over 500 varieties of plants, withan emphasis on improving overall quality, flavor and esthetics"

Dana Mitchell, Head of Operations: "The software that we've built at Farm.One is customized toour exact operational requirements. At any given time we can be growing hundreds of varieties,and thousands of batches planted.

"We put so much care and effort into each individual product that we grow, and I think that'sbecause our customers are chefs, and chefs by nature are extremely discerning and demanding.And I don't think we'd have it any other way"

Wilson Gibbons, Sales Manager: "So we're really really lucky to work with some of the best chefsnot just in New York city, but also the world. Mission Chinese Food.... Pizza Loves Emily..."

Taylor Adams, Chef, Emily West Village: "The pluto basil we put on 4 or 5 of our pizzas isprobably the best basil I've ever tried. We get beautiful consistent product, week in, week out,which is not something you get from a lot of people"

Wilson Gibbons, Sales Manager: "Daniel, Jungsik, Le Turtle"

Victor Amarilla, Executive Chef, Le Turtle: "What you guys are doing is amazing. Year round,having all these beautiful microgreens, with beautiful texture and beautiful flavors. Never knewthat a plant like that could taste so good and it takes you places"

Wilson Gibbons, Sales Manager: "Uchu, Double Zero, Butter, Atera..."

Ronny Emborg, Executive Chef, Atera: "We use a lot of products from Farm.One. Nasturtium,lemon balm, mustard greens, a special type of mint, bronze fennel, a big piece of lemonverbena, small flowers nepitella blossom, we can really see when the guests are eating thisflower they're like oh wow, really amazing flavor!"

Nick Klase, CEO, Fluence Bioengineering: "What we love about the Farm.One team is that theyare not trying to be the biggest vertical farm out there, but they're trying to be the best. Theseguys are serving 2 and 3-star Michelin-rated restaurants, and these chefs have the utmost highstandards for food production, and the guys at Farm.One are delivering."

Michael Laiskonis, Creative Director, ICE: "I think Farm.One provides a really interestingblueprint for where agriculture, and certainly urban agriculture, will be going in the future."

Henry Gordon-Smith, Agritecture: "To produce on-demand products for chefs that are rare,unique and consistent year-round really has a very interesting business case that helps it standout from the rest of the competition in vertical farming"

Nick Klase, CEO, Fluence Bioengineering: "It's no longer just a concept, but this is a viablebusiness plan that's scalable to around the world"

Alex Atala: "Clap our hands to urban Farm.One"

Nic Jackson, Engineering Manager: "What we're now able to do is build these highly efficienturban farms anywhere around the world. Whether it be complex buildings or very tight spaces,we now have the knowledge and experience to get it done."

Rob Laing, CEO: "We're now ready to expand. We plan to open multiple farms across the US andthe world over the next 3 years. Join us on the journey, and own a piece of Farm.One"

Video: Spotlight: IndustryI'm Nick Klase, the co-founder and CEO of Fluence bioengineering. We're an LED lightingcompany based in Austin Texas and we target the commercial horticulture industry. Some of thesegments that we serve into would be the vertical farming market, commercial greenhouseproduction, and the cannabis industry. Some of the key benefits of vertical farming aroundproducing higher quality crops is they actually get to use a lot less land because they're goingvertical so some farms get to do a lot more per square foot of production space. They're going touse a lot less water - up to 95 percent less water compared to traditional field farming.

Less pesticides or no pesticides at all, because again you're controlling that environment so youdon't need to introduce those types of chemicals under your crops. Then on the labor efficiencyside it's a much more efficient model having people that can manage a very compact densefarm, to take labor out of the equation. One of the most exciting things about the Farm.Oneconcept is that these guys are actually growing food in downtown Manhattan.

It has to be one of the most hostile places to grow plants on the planet, and these guys areshowing that they're capable of it. I think that just really speaks to the future of verticalfarming. It's no longer just a concept but this is a viable business plan that's scalable around theworld.

It's a very exciting time to be in the commercial agriculture space and I think the Farm.One guysare very well equipped with their diverse team to take it to the next level.

I'm Michael Laiskonis the Creative Director here at the Institute of Culinary Education. HavingFarm.One here in the building is incredibly inspiring not just for me but I know for the studentsas well. Every time I walk into the farm I'm tasting things in my mind as I'm seeing themgrowing.

One of the things that recently excited me was the Purple Oxalis. Not only are the leavesbeautiful to look at but tasting the entire plant, tasting the stem immediately got me thinkingabout different applications - and I know the next thing I want to try are candied Oxalis stems.A lot of cooking is simply finding the best ingredients you can and not screwing them up in thecooking process.

So certainly having access here in the city to Farm.One can make a chef's life incredibly easy Ithink Farm.One provides a really interesting blueprint for where agriculture, and certainlyurban agriculture will be going in the future, by utilizing small indoor spaces to produce highquality ingredients.

Hi my name is Henry Gordon Smith. I started a blog called Agritecture in 2011 observing theindustry, I'm co-founder of the association of vertical farming and I'm founder of Agritectureconsulting that helps entrepreneurs start urban farms and local ones so indoor agriculturevertical farming is very exciting mostly because you can grow year round, you can maintain thequality and you can really control the flavor and texture of the plants growing.

Obviously this has a lot of interest in the realm of sustainability where water scarcity and foodaccess is becoming more limited, especially in high-end markets where chefs and other culinary

arts professionals are looking for a premium product and they can't get it year round in the faceof climate change.

So when I started reporting on the industry about six years ago there were some vertical farms inAsia and also some experimental farms in different parts of the world but in the US there wereno commercial vertical farms - so for me to see the acceleration in the past three years ofcommercial farms pop up and grow in scale and as well as getting more funding has been reallyreally interesting and a signal that investors are really starting to understand that there's abusiness case for growing indoors and growing quality products in your cities. So in the contextof vertical farming especially commercial vertical farming it's about going big, and building bigwarehouse farms but Farm.One in contrast really approaches it from how can we find unusedsmaller urban spaces, convert those into productive spaces and supply the demand for highlyvalued premium, local produce in the city. That's really interesting to me because that's reallyapproaching vertical farming from the original perspective of making it very urban, as close aspossible to the customer, and really delivering the freshest product because it's no further than30 minutes by bicycle or train to get to the customer.

So when you think about the global aspects of where Farm.One could perform very well it's anymetropolitan area where the consumers are beginning to demand local and where the chefsrecognize the value of being able to have more control over the kinds of crops that they get, nomatter what time of the year so if you look at a city like Hong Kong where the density is so high,there's so much traffic, so much difficulty in getting the product to the customer to these high-end chefs and to these restaurants Farm.One would be able to deliver that product that sameproduct or better one even within 30 minutes or less. You'll look at Dubai - we've been getting alot of calls from that region as well they're importing all of this food typically by plane -refrigerated systems - that's simply not sustainable.

One of the main oppositions to vertical farming is that there's a lack of diversity, that there's alimit to the number of leafy greens you can grow and the interest you can get from consumers inthat respect Farm.One is the exact opposite of that - it's talking about creating diversity,creating new flavors and connecting with the chefs that are really embracing bringing thatproduct and the the joy and pleasure of a locally grown, unique product to the customer.

Video: Spotlight: Operations

Hi my name is Dana Mitchell and I'm the Head of Operations at Farm.One. My backgroundspans both business and culinary. I have a business degree from Georgetown University and Istudied culinary arts at ICE. When I was at Georgetown I worked to open a profitablefast casual restaurant, and after that I went on to work at Deloitte doing managementconsulting.

So from my experience running a restaurant and managing a restaurant kitchen as well asworking as a cook in one of New York's most bustling restaurants in the Lower East Side, I thinkhaving the best quality produce, that has that amazing flavor as well as aroma in your mouth isone of the most incredible tools in your arsenal. It's amazing how when you're cooking you'realways tasting, you're always hopping

from ingredient to ingredient before you put that dish together, to make sure that each thingcan stand on its own, it has the right balance of flavor, it has the right aroma, it has the rightcrispiness, whatever it may be. I think that's one thing that I love about Farm.One is that whenI'm in the farm and I'm working with the farm hands I see them doing that, and you know takinga leaf here and taking a stem there and tasting it and just checking in with it. I think that'ssomething similar with farming and cooking is that you're constantly checking in with youringredients, seeing how they are, making sure everything is growing at the right speed ormarinating at the right at the right pace and that's exciting to me.

A lot of what I'm doing in my role as Head of Operations is digging deep on our farm operationalprocesses and making sure that we'redriving efficiency. I will take a process that happens on the farm, whether it be transplanting,planting, measuring out seeds, and will break it down into the smallest unit of production to seeif we can accomplish that task a different way, or in bulk, or a faster way.

Another cool thing about the way that Farm.One farms is that we've built a just-in-time system.Our response times can even be in the span of an hour, in that a client can request a product wecan harvest, it pack it and deliver it in that same hour which is incredible. Another thing thatwe do is we have built a pull inventory system. We have set up alerts in each segment of oursupply so that our Farm Hands can let us know right when they need to purchase somethingnew, so we're not carrying a lot of inventory.

Another thing that we've worked really hard to do is streamline our physical movements. Ourspace is quite small, we're in a basement underground and so each reach for an item, harvestingof a plant with a certain square footage needs to be minimized. The software that we built atFarm.One is customized to our exact operational requirements. At any given time we can begrowing hundreds of varieties, and thousands of batches planted.

Another way that we use our database is training personnel. We have all of our tasks system laidout with training videos linked. We have a knowledge base system that sits parallel to that, sothat when an employee enters the farm they have a lot of information, and a lot of video trainingat their fingertips. I think because we have a very unique growing operation underground, it'ssuper exciting and unique when we have interview candidates come, in their eyes just light upwhen they see what we're doing in here and that's exciting in terms of attracting talent andkeeping them.

We put so much care and effort into each individual product that we grow and I think that'sbecause our customers are chefs — and chefs by nature are extremely discerning and demanding

And I don't think we have it any other way.

STARTENGINE SUBSCRIPTION PROCESS (Exhibit E)STARTENGINE SUBSCRIPTION PROCESS (Exhibit E)

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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONSWHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSETHEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT ISILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLICMARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THISOFFERING.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFEREDAND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACTAND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING STATEMENT HAS BEEN FILED WITH THESECURITIES AND EXCHANGE COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THESAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION STATEMENT UNDER THE SECURITIES ACTAND IT IS NOT REVIEWED IN ANY WAY BY THE SEC. THE SECURITIES HAVE NOT BEEN APPROVED ORDISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NORHAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACYOR ACCURACY OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADEAVAILABLE TO SUBSCRIBER IN CONNECTION WITH THIS OFFERING OVER THE WEB-BASED PLATFORMMAINTAINED BY STARTENGINE CAPITAL LLC (THE “INTERMEDIARY”). ANY REPRESENTATION TO THE CONTRARYIS UNLAWFUL.

INVESTORS ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT IN SECTION 4(d). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND WARRANTIES SET FORTH BY EACH SUBSCRIBER INTHIS SUBSCRIPTION AGREEMENT AND THE OTHER INFORMATION PROVIDED BY SUBSCRIBER IN CONNECTIONWITH THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF EXEMPTIONS FROM THEREGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION AGREEMENT, THEOFFERING STATEMENT OR ANY OF THE OTHER MATERIALS AVAILABLE ON THE INTERMEDIARY’S WEBSITE(COLLECTIVELY, THE “OFFERING MATERIALS”) OR ANY COMMUNICATIONS FROM THE COMPANY OR ANY OFITS OFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENTDECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THISOFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED. EACH PROSPECTIVE INVESTOR SHOULDCONSULT THE INVESTOR’S OWN COUNSEL, ACCOUNTANT AND OTHER PROFESSIONAL ADVISOR AS TOINVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE INVESTOR’S PROPOSEDINVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATINGTO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESEFORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, ANDINFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERINGMATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAREXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARDLOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT'S CURRENT VIEWS WITH RESPECT TOFUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’SACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS,WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANYOBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS ORCIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY THE COMPANY SOLELY FORTHE USE BY PROSPECTIVE INVESTORS IN CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS ORWARRANTIES ARE MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY

OFFERING MATERIALS, AND NOTHING CONTAINED IN THE OFFERING MATERIALS IS OR SHOULD BE RELIEDUPON AS A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER TOMODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT INWHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVEINVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH INVESTOR DESIRES TO PURCHASE. EXCEPT ASOTHERWISE INDICATED, THE OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR THEPURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THEREHAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THAT DATE.

TO: %%NAME_OF_ISSUER%% %%ADDRESS_OF_ISSUER%%

Ladies and Gentlemen:

1. Note Subscription.

(a) The undersigned (“Subscriber”) hereby subscribes for and agrees to purchase aConvertible Note (the “Securities”), of %%NAME_OF_ISSUER%%, a %%STATE_INCORPORATED%%%%COMPANY_TYPE%% (the “Company”), upon the terms and conditions set forth herein. The rights of theSecurities are as set forth in the Convertible Note and any description of the Securities that appears in theOffering Materials is qualified in its entirety by such document.

(b) By executing this Subscription Agreement, Subscriber acknowledges that Subscriber hasreceived this Subscription Agreement, a copy of the Offering Statement of the Company filed with the SECand any other information required by the Subscriber to make an investment decision.

(c) This Subscription may be accepted or rejected in whole or in part, at any time prior to a ClosingDate (as hereinafter defined), by the Company at its sole discretion. In addition, the Company, at its solediscretion, may allocate to Subscriber only a portion of the number of Securities Subscriber has subscribedfor. The Company will notify Subscriber whether this subscription is accepted (whether in whole or in part)or rejected. If Subscriber’s subscription is rejected, Subscriber’s payment (or portion thereof if partiallyrejected) will be returned to Subscriber without interest and all of Subscriber’s obligations hereunder shallterminate.

(d) The aggregate value of Securities sold shall not exceed $%%MAX_FUNDING_AMOUNT%% (the“Oversubscription Offering”). Providing that subscriptions for $%%MIN_FUNDING_AMOUNT%% Securitiesare received (the “Minimum Offering”), the Company may elect at any time to close all or any portion of thisoffering, on various dates at or prior to the Termination Date (each a “Closing Date”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale of theSecurities (or any portion thereof) is not consummated for any reason, this Subscription Agreement shallhave no force or effect.

2. Purchase Procedure.

(a) Payment. The purchase price for the Securities shall be paid simultaneously with the executionand delivery to the Company of the signature page of this Subscription Agreement, which signature anddelivery may take place through digital online means. Subscriber shall deliver a signed copy of thisSubscription Agreement, along with payment for the aggregate purchase price of the Securities inaccordance with the online payment process established by the Intermediary.

(b) Escrow arrangements. Payment for the Securities shall be received by%%ESCROW_AGENT_NAME%% (the “Escrow Agent”) from the undersigned by transfer of immediatelyavailable funds or other means approved by the Company prior to the applicable Closing, in the amount asset forth in Appendix A on the signature page hereto and otherwise in accordance with Intermediary’s

payment processing instructions. Upon such Closing, the Escrow Agent shall release such funds to theCompany. The undersigned shall receive notice and evidence of the digital entry of the number of theSecurities owned by undersigned reflected on the books and records of the Company as recorded byCrowdManage, (a “Cap Table Mangement service owned and operated by StartEngine Crowdfunding, Inc.”),which books and records shall bear a notation that the Securities were sold in reliance upon Regulation CF.

3. Representations and Warranties of the Company.

The Company represents and warrants to Subscriber that the following representations and warranties aretrue and complete in all material respects as of the date of each Closing Date, except as otherwise indicated.For purposes of this Agreement, an individual shall be deemed to have “knowledge” of a particular fact orother matter if such individual is actually aware of such fact. The Company will be deemed to have“knowledge” of a particular fact or other matter if one of the Company’s current officers has, or at any timehad, actual knowledge of such fact or other matter.

(c) Organization and Standing. The Company is a %%COMPANY_TYPE%% duly formed, validlyexisting and in good standing under the laws of the State of %%STATE_INCORPORATED%%. The Companyhas all requisite power and authority to own and operate its properties and assets, to execute and deliverthis Subscription Agreement, and any other agreements or instruments required hereunder. The Companyis duly qualified and is authorized to do business and is in good standing as a foreign corporation in alljurisdictions in which the nature of its activities and of its properties (both owned and leased) makes suchqualification necessary, except for those jurisdictions in which failure to do so would not have a materialadverse effect on the Company or its business.

(d) Eligibility of the Company to Make an Offering under Section 4(a)(6). The Company is eligible tomake an offering under Section 4(a)(6) of the Securities Act and the rules promulgated thereunder by theSEC.

(e) Issuance of the Securities. The issuance, sale and delivery of the Securities in accordance withthis Subscription Agreement has been duly authorized by all necessary corporate action on the part of theCompany. The Securities, when so issued, sold and delivered against payment therefor in accordance withthe provisions of this Subscription Agreement, will be duly and validly issued and outstanding and willconstitute valid and legally binding obligations of the Company enforceable against the Company inaccordance with their terms. The company will take measures necessary so the conversion of shares will beauthorized and issued when required.

(f) Authority for Agreement. The execution and delivery by the Company of this SubscriptionAgreement and the consummation of the transactions contemplated hereby (including the issuance, saleand delivery of the Securities) are within the Company’s powers and have been duly authorized by allnecessary corporate action on the part of the Company. Upon full execution hereof, this SubscriptionAgreement shall constitute a valid and binding agreement of the Company, enforceable against theCompany in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rightsgenerally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or otherequitable remedies and (iii) with respect to provisions relating to indemnification and contribution, aslimited by considerations of public policy and by federal or state securities laws.

(g) No filings. Assuming the accuracy of the Subscriber’s representations and warranties set forthin Section 4 hereof, no order, license, consent, authorization or approval of, or exemption by, or action byor in respect of, or notice to, or filing or registration with, any governmental body, agency or official isrequired by or with respect to the Company in connection with the execution, delivery and performance bythe Company of this Subscription Agreement except (i) for such filings as may be required under Section 4(a)(6) of the Securities Act or the rules promulgated thereunder or under any applicable state securities laws,(ii) for such other filings and approvals as have been made or obtained, or (iii) where the failure to obtainany such order, license, consent, authorization, approval or exemption or give any such notice or make anyfiling or registration would not have a material adverse effect on the ability of the Company to perform itsobligations hereunder.

(h) Financial statements. Complete copies of the Company’s financial statements consisting of thestatement of financial position of the Company as at %%END_DATE_FINANCIAL_REVIEW%% and the relatedconsolidated statements of income and cash flows for the two-year period then ended or since inception(the “Financial Statements”) have been made available to the Subscriber and appear in the Offering

Statement and on the site of the Intermediary. The Financial Statements are based on the books andrecords of the Company and fairly present the financial condition of the Company as of the respective datesthey were prepared and the results of the operations and cash flows of the Company for the periodsindicated. The Financial Statements comply with the requirements of Rule 201 of Regulation Crowdfunding,as promulgated by the SEC.

(i) Proceeds. The Company shall use the proceeds from the issuance and sale of the Securities asset forth in the Offering Materials.

(j) Litigation. There is no pending action, suit, proceeding, arbitration, mediation, complaint,claim, charge or investigation before any court, arbitrator, mediator or governmental body, or to theCompany’s knowledge, currently threatened in writing (a) against the Company or (b) against anyconsultant, officer, manager, director or key employee of the Company arising out of his or her consulting,employment or board relationship with the Company or that could otherwise materially impact theCompany.

4. Representations and Warranties of Subscriber. By executing this Subscription Agreement, Subscriber(and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person orpersons for whom Subscriber is so purchasing) represents and warrants, which representations andwarranties are true and complete in all material respects as of the date of the Subscriber’s Closing Date(s):

(a) Requisite Power and Authority. Such Subscriber has all necessary power and authority underall applicable provisions of law to execute and deliver this Subscription Agreement, the OperatingAgreement and other agreements required hereunder and to carry out their provisions. All action onSubscriber’s part required for the lawful execution and delivery of this Subscription Agreement and otheragreements required hereunder have been or will be effectively taken prior to the Closing. Upon theirexecution and delivery, this Subscription Agreement and other agreements required hereunder will be validand binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited byapplicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affectingenforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availabilityof equitable remedies.

(b) Investment Representations. Subscriber understands that the Securities have not beenregistered under the Securities Act. Subscriber also understands that the Securities are being offered andsold pursuant to an exemption from registration contained in the Act based in part upon Subscriber’srepresentations contained in this Subscription Agreement.

(c) Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is noready public market for the Securities and that there is no guarantee that a market for their resale will everexist. Subscriber must bear the economic risk of this investment indefinitely and the Company has noobligation to list the Securities on any market or take any steps (including registration under the SecuritiesAct or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of theSecurities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber’sentire investment in the Securities. Subscriber also understands that an investment in the Companyinvolves significant risks and has taken full cognizance of and understands all of the risk factors relating tothe purchase of Securities.

(d) Resales. Subscriber agrees that during the one-year period beginning on the date on which itacquired Securities pursuant to this Subscription Agreement, it shall not transfer such Securities except:

(i) To the Company;

(ii) To an “accredited investor” within the meaning of Rule 501 of Regulation D under theSecurities Act;

(iii) As part of an offering registered under the Securities Act with the SEC; or

(iv) To a member of the Subscriber’s family or the equivalent, to a trust controlled by theSubscriber, to a trust created for the benefit of a member of the family of the Subscriber orequivalent, or in connection with the death or divorce of the Subscriber or other similarcircumstance.

(e) Investment Limits. Subscriber represents that either:

(i) Either of Subscriber’s net worth or annual income is less than $107,000, and that the amountit is investing pursuant to this Subscription Agreement, together with all other amounts investedin offerings under Section 4(a)(6) of the Securities Act within the previous 12 months, is eitherless than (A) 5% of the lower of its annual income or net worth, or (B) $2,200; or

(ii) Both of Subscriber’s net worth and annual income are more than $107,000, and that theamount it is investing pursuant to this Subscription Agreement, together with all other amountsinvested in offerings under Section 4(a)(6) of the Securities Act within the previous 12 months,is less than 10% of the lower of its annual income or net worth, and does not exceed $107,000.

(f) Subscriber information. Within five days after receipt of a request from the Company, theSubscriber hereby agrees to provide such information with respect to its status as a shareholder (orpotential shareholder) and to execute and deliver such documents as may reasonably be necessary tocomply with any and all laws and regulations to which the Company is or may become subject. Subscriberfurther agrees that in the event it transfers any Securities, it will require the transferee of such Securitiesto agree to provide such information to the Company as a condition of such transfer.

(g) Company Information. Subscriber has read the Offering Statement. Subscriber understandsthat the Company is subject to all the risks that apply to early-stage companies, whether or not those risksare explicitly set out in the Offering Materials. Subscriber has had an opportunity to discuss the Company’sbusiness, management and financial affairs with managers, officers and management of the Company andhas had the opportunity to review the Company’s operations and facilities. Subscriber has also had theopportunity to ask questions of and receive answers from the Company and its management regarding theterms and conditions of this investment. Subscriber acknowledges that except as set forth herein, norepresentations or warranties have been made to Subscriber, or to Subscriber’s advisors or representative,by the Company or others with respect to the business or prospects of the Company or its financialcondition.

(h) Valuation. The Subscriber acknowledges that the price of the Securities was set by theCompany on the basis of the Company’s internal valuation and no warranties are made as to value. TheSubscriber further acknowledges that future offerings of Securities may be made at lower valuations, withthe result that the Subscriber’s investment will bear a lower valuation.

(i) Domicile. Subscriber maintains Subscriber’s domicile (and is not a transient or temporaryresident) at the address shown on the signature page.

(j) Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30)of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itselfas to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for theSecurities or any use of this Subscription Agreement, including (i) the legal requirements within itsjurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to suchpurchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income taxand other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, ortransfer of the Securities. Subscriber’s subscription and payment for and continued beneficial ownership ofthe Securities will not violate any applicable securities or other laws of the Subscriber’s jurisdiction.

5. Revisions to Manner of Holding.

In the event that statutory or regulatory changes are adopted such that it becomes possible for companieswhose purpose is limited to acquiring, holding and disposing of securities issued by a single company(“Crowdfunding SPVs”) to make offerings under Section 4(a)(6) of the Securities Act, Subscriber agrees toexchange the Securities for securities issued by a Crowdfunding SPV in a transaction complying with therequirements of Section 3(a)(9) of the Securities Act. Subscriber agrees that in the event the Subscriber doesnot provide information sufficient to effect such exchange in a timely manner, the Company mayrepurchase the Securities at a price to be determined by the Board of Directors. Subscriber further agrees totransfer its holdings of securities issued under Section 4(a)(6) of the Securities Act into “street name” in abrokerage account in Subscriber’s name, provided that the Company pay all costs of such transfer.Subscriber agrees that in the event the Subscriber does not provide information sufficient to effect suchtransfer in a timely manner, the Company may repurchase the Securities at a price to be determined by theBoard of Directors.

6. Indemnity. The representations, warranties and covenants made by the Subscriber herein shall survivethe closing of this Agreement. The Subscriber agrees to indemnify and hold harmless the Company and itsrespective officers, directors and affiliates, and each other person, if any, who controls the Company withinthe meaning of Section 15 of the Securities Act against any and all loss, liability, claim, damage and expensewhatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees onappeal) and expenses reasonably incurred in investigating, preparing or defending against any falserepresentation or warranty or breach of failure by the Subscriber to comply with any covenant oragreement made by the Subscriber herein or in any other document furnished by the Subscriber to any ofthe foregoing in connection with this transaction.

7. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and construed in accordancewith the laws of the State of New York.

EACH OF THE SUBSCRIBERS AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY STATE ORFEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE %%STATE_INCORPORATED%% ANDNO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THISSUBSCRIPTION AGREEMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF SUBSCRIBERS AND THECOMPANY ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS RESPECTIVEPROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAIDCOURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BEBOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT. EACH OF SUBSCRIBERS AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OFPROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE MANNER AND IN THE ADDRESS SPECIFIEDIN SECTION 9 AND THE SIGNATURE PAGE OF THIS SUBSCRIPTION AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,PROCEEDING OR COUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OFOR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THENEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, EACH OF THE PARTIESHERETO ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THISWAIVER, BE REQUIRED OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS ANDREPRESENTS THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. THIS WAIVER ISIRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THISWAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONSTO THIS SUBSCRIPTION AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT MAYBE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

8. Notices. Notice, requests, demands and other communications relating to this Subscription Agreementand the transactions contemplated herein shall be in writing and shall be deemed to have been duly given ifand when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail,postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) emailed,telecopied or cabled, on the date of such delivery to the address of the respective parties as follows:

If to the Company, to:

If to a Subscriber, to Subscriber’s address as shown on the signature page hereto

or to such other address as may be specified by written notice from time to time by the party entitled toreceive such notice. Any notices, requests, demands or other communications by telecopy or cable shall beconfirmed by letter given in accordance with (a) or (b) above.

9. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine,neuter, singular or plural, as the identity of the person or persons or entity or entities may require.

(b) This Subscription Agreement is not transferable or assignable by Subscriber.

(c) The representations, warranties and agreements contained herein shall be deemed to be madeby and be binding upon Subscriber and its heirs, executors, administrators and successors and shall inure tothe benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or terminatedorally or otherwise, except as specifically set forth herein or except by a writing signed by the Company andSubscriber.

(e) In the event any part of this Subscription Agreement is found to be void or unenforceable, theremaining provisions are intended to be separable and binding with the same effect as if the void orunenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this SubscriptionAgreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of thisSubscription Agreement in such jurisdiction or the validity, legality or enforceability of this SubscriptionAgreement, including any such provision, in any other jurisdiction, it being intended that all rights andobligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements between theparties with respect to the subject matter hereof and contains the sole and entire agreement between theparties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for the benefit ofeach party hereto and their respective successors and assigns, and it is not the intention of the parties toconfer, and no provision hereof shall confer, third-party beneficiary rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for convenience ofreference only and do not define or limit the provisions hereof.

(j) This Subscription Agreement may be executed in any number of counterparts, each of whichwill be deemed an original, but all of which together will constitute one and the same instrument.

(k) If any recapitalization or other transaction affecting the stock of the Company is effected, thenany new, substituted or additional securities or other property which is distributed with respect to theSecurities shall be immediately subject to this Subscription Agreement, to the same extent that theSecurities, immediately prior thereto, shall have been covered by this Subscription Agreement.

(l) No failure or delay by any party in exercising any right, power or privilege under thisSubscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereofpreclude any other or further exercise thereof or the exercise of any other right, power or privilege. Therights and remedies herein provided shall be cumulative and not exclusive of any rights or remediesprovided by law.

[SIGNATURE PAGE FOLLOWS]

%%NAME_OF_ISSUER%%

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

The undersigned, desiring to purchase Convertible Notes of %%NAME_OF_ISSUER%%, by executing thissignature page, hereby executes, adopts and agrees to all terms, conditions and representations of theSubscription Agreement.

(a) The aggregate purchase price for the Convertible Notes the undersignedhereby irrevocably subscribes for is:

%%VESTING_AMOUNT%%

(print aggregate purchase

price)

(b) The Securities being subscribed for will be owned by, and should berecorded on the Company’s books as held in the name of:

%%SUBSCRIBER_DETAILS_WITH_TAX_ID%%

%%SUBSCRIBER_SIGNATURE%%

Date

* * * * *

This Subscription is accepted

on %%TODAY%%.

%%NAME_OF_ISSUER%%

By: %%ISSUER_SIGNATURE%%

[CONVERTIBLE NOTE FOLLOWS]

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD,OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITHTHE ACT. FOR ONE YEAR FROM THE DATE OF THIS INSTRUMENT, SECURITIES SOLD IN RELIANCE ONREGULATION CROWDFUNDING UNDER THE ACT MAY ONLY BE TRANSFERRED TO THE COMPANY, TO AN“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 OF REGULATION D UNDER THE ACT, AS PARTOF AN OFFERING REGISTERED UNDER THE SECURITIES ACT WITH THE SECURITIES AND EXCHANGECOMMISSION (THE “SEC”), OR TO A MEMBER OF INVESTOR’S FAMILY OR THE EQUIVALENT, TO A TRUSTCONTROLLED BY THE INVESTOR, TO A TRUST CREATED FOR THE BENEFIT OF A MEMBER OF THE FAMILY OFTHE INVESTOR OR EQUIVALENT, OR IN CONNECTION WITH THE DEATH OR DIVORCE OF THE INVESTOR OROTHER SIMILAR CIRCUMSTANCE. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC,ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THEFOREGOING AUTHORITIES PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACYOF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR INFORMATION MADE AVAILABLE TOINVESTOR IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

$%%VESTING_AMOUNT%% %%TODAY%%

%%ISSUER_CITY%%, %%ISSUER_STATE%%

For value received %%NAME_OF_ISSUER%%, a %%STATE_INCORPORATED%% corporation (the “Company”),promises to pay to %%VESTING_AS%%, the investor party hereto (“Investor”) who is recorded in the books andrecords of the Company as having subscribed to this convertible promissory note (the “Note”) the principalamount set forth above and on the signature page of his/her subscription agreement (the “SubscriptionAgreement”), together with accrued and unpaid interest thereon, each due and payable on the date and in themanner set forth below. This Note is issued as part of a series of similar convertible promissory notes issued bythe Company pursuant to Regulation Crowdfunding (collectively, the “Crowdfunding Notes”) to qualifiedpurchasers on the funding portal StartEngine Capital LLC (collectively, the “Investors”).

1. Repayment. All payments of interest and principal shall be in lawful money of the United States of America and

shall be made pro rata among all Investors. All payments shall be applied first to accrued interest, and thereafterto principal. The outstanding principal amount of the Note shall be due and payable on the first businessfollowing the date %%MATURITY_DATE%% months after the Issuance Date (the “Maturity Date”). The “IssuanceDate” is the date of the final closing held by Company under the Subscription Agreement.

2. Interest Rate. The Company promises to pay simple interest on the outstanding principal amount hereof fromthe date hereof until payment in full, which interest shall be payable at the rate of %%INTEREST_RATE%%% perannum or the maximum rate permissible by law, whichever is less. Interest shall be due and payable on theMaturity Date and shall be calculated on the basis of a 365-day year for the actual number of days elapsed.

3. Conversion; Repayment Premium Upon Sale of the Company.a. In the event that the Company issues and sells shares of its Convertible Note to investors on or before the date

of the repayment in full of this Note in a transaction or series of transactions pursuant to which the Companyissues and sells shares of its Convertible Note resulting in gross proceeds to the Compnay of at least $

b. If the conversion of the Note would result in the issuance of a fractional share, the Company shall, in lieu ofissuance of any fractional share, pay the Investor otherwise entitled to such fraction a sum in cash equal to theproduct resulting from multiplying the then current fair market value of one share of the class and series ofcapital stock into which this Note has converted by such fraction.

c. Notwithstanding any provision of this Note to the contract, if the Company consummates a Sale of theCompany (as defined below) prior to the conversion or repayment in full of this Note, then (i) the Company willgive the Investor at least [days] days prior written notice of the anticipated closing date of such Sale of theCompany and (ii) at the closing of such Sale of the Company, in full satisfaction of the Company’s obligationsunder this Note, the Company will pay to the Investor an aggregate amount equal to the greater of (a) theaggregate amount of interest then outstanding under this Note plus [multiple] the outstanding principal amountof this Note or (b) the amount the Investor would have been entitled to receive in connection with such Sale ofthe Company if the aggregate amount of principal and interest then outstanding under this Note had beenconverted into shares of [preferred stock] of the Company pursuant to Section 3(b) immediately prior to theclosing of such Sale of the Company.

d. For the purposes of this Note: If the Company is sold, you will have the right to receive the greater of (i) all ofthe principal and accrued interest outstanding with respect to your Convertible Note, or (ii) the amount youwould have received from the sale had you originally purchased common stock of the Company based on a totalvalue of the whole Company of $7,000,000.

4. Maturity. Unless this Note has been previously converted in accordance with the terms of this Note, the entireoutstanding principal balance and all unpaid accrued interest shall become fully due and payable on theMaturity Date.

5. Expenses. In the event of any default hereunder, the Company shall pay all reasonable attorneys’ fees and courtcosts incurred by Investor in enforcing and collecting this Note.

6. Prepayment. The Company may not prepay this Note prior to the Maturity Date without the consent of theRequisite Holders.

7. Default. if there shall be any "Event of Default" hereunder, Events of Default. Each of the following will betreated as an “Event of Default” under this Convertible Note: The Company fails to make any payment requiredby section 5.2, if such failure continues for fifteen (15) days after Purchaser gives written notice; The Companyapplies for or consents to the appointment of a receiver, trustee, or liquidator; The Company admits in writingthat it is unable to pay its debts as they mature; The Company makes an assignment for the benefit of itscreditors; The Company is adjudicated to be bankrupt or insolvent; The Company files (i) a voluntary petition inbankruptcy; or (ii) a petition or an answer seeking reorganization or an arrangement with creditors, or to takeadvantage of any insolvency, readjustment of loan, dissolution or liquidation law or statute; or (iii) an answeradmitting the material allegations of a petition filed against the Company in any proceeding under any such law;An order, judgment, or decree is entered, without the consent of the Company, by any court of competentjurisdiction, appointing a receiver, trustee, or liquidator for the Company, if such order, judgment or decreeshall continue unstayed and in effect for a period of sixty (60) days; or The Company breaches any of itsobligations under this Convertible Note and the breach is not cured within thirty (30) days following writtennotice from Purchaser.

8. Waiver.9. Governing Law. This Note shall be governed by and construed under the laws of the state of

%%STATE_INCORPORATED%%, as applied to agreements among %%STATE_INCORPORATED%% residents, madeand to be performed entirely within the state of %%STATE_INCORPORATED%%, without giving effect toconflicts of laws principles.

10. Parity with Other Notes. The Company’s repayment obligation to the Investor under this Note shall be on paritywith the Company’s obligation to repay all Notes issued pursuant to the Agreement. In the event that theCompany is obligated to repay the Notes and does not have sufficient funds to repay the Notes in full, paymentshall be made to Investors of the Notes on a pro rata basis. The preceding sentence shall not, however, relievethe Company of its obligations to the Investor hereunder.

11. Modification; Waiver.Any term of this Note may be amended or waived with the written consent of theCompany and 50% in interest of investors

12. Assignment. Subject to compliance with applicable federal and state securities laws (including the restrictionsdescribed in the legends to this Note), this Note and all rights hereunder are transferable in whole or in part bythe Investor to any person or entity upon written notice to the Company. Thereupon, this Note shall beregistered in the Company’s books and records in the name of, the transferee. Interest and principal shall bepaid solely to the registered holder of this Note. Such payment shall constitute full discharge of the Company’sobligation to pay such interest and principal.

13. Electronic Signature. The Company has signed this Note electronically and agrees that its electronic signature isthe legal equivalent of its manual signature on this Note.

[CONVERTIBLE NOTE FOLLOWS]

%%NAME_OF_ISSUER%%:By: ____%%ISSUER_SIGNATURE%%____Name: %%NAME_OF_ISSUER%%Title: %%ISSUER_TITLE%%Investor:By: ____%%SUBSCRIBER_SIGNATURE%%____Name: %%VESTING_AS%%Title: %%INVESTOR_TITLE%%Email: %%VESTING_AS_EMAIL%%